Assassin in training
by Mattioso
Summary: Spider Man was bitten a long time ago, when he was just four years old. Instead of Tony, HYDRA found him and turned him into the Winter Soldiers back up squad and a master assassin. Now, at fifteen, he realises he needs to escape.
1. Chapter 1

Chapter 1

 **Context: This takes place before Age of Ultron, but after Winter Soldier. Peter was bit at the age of 4 on a day trip with his mom, but she didn't realise. He was taken from his aunt when his mom and dad left him to go on the flight that kills them. HYDRA come for him, thinking that he holds the answer to a stable super soldier serum, but he doesn't. They train his as a back up to the Winter Solider in the red room. This takes place just before he is told he has graduated.**

The Winter Soldier stood in front of me, his arm clenching and flexing. I was terrified, my heart beating at a million miles per hour. Without warning, he lashed out, his fist flying at my head. I dogged and rolled away, before leaping to my feet. He smiled then, a cold evil smirk. "I have a mission for you. Let's make this your 15th success." He grabbed me before I could move and dragged me towards the mission room.

He threw me in, where an agent passed me a file. "You want me to kill Captain America and Black Widow on the same mission? Are you crazy?" He smirked again, his face cold and menacing.

"The lab has something for you to use. It may help with fighting them, and you need any help we can give you. It's going to be a pity when I no longer have my back up." I stood and walked towards him, keeping my eyes downcast. "The mission will start after the procedure. You have just graduated the Red Room, congratulations. Come on." He turned and walked away, leaving me with the mission file.

I ran after him, my mind spinning. I had graduated, that meant I would be getting solo missions, without the Winter Soldier being there to back me up if it all went wrong. Then another thought hit, this one with the force of a freight train. I could escape. After this mission, I was done. I could just disappear, and they would never find me. But he would. The Winter Soldier would never let his pet get away, he would hunt me to the ends of the earth.

We walked through the old soviet bunker, with it's cold stone walls. The only part of this god forsaken place that was modern was the lab, the place where I was experimented on for fun. Damn them.

Speaking of the lab, we were there. The Winter Soldier clamped my hands in cuffs, ones that even I, with my enhanced strength, couldn't break. I was pushed in the lab, and the cuffs magnetised to a table, holding me upright.

A lid of steel dropped towards me, sealing me in like a pharaoh of old. Needles shot out, 10 altogether. As each pierced my skin, I screamed out in agony. Blood had turned to fire, bones had turned to dust. I tried to fall, but the cuffs held me up. I saw the plungers had not even been emptied a tenth.

After 5 minutes, the lid finally lifted. I saw the Winter Soldier stood there, with the dread book, as I taken to calling it. "Spider, dragon, dog, glass, word, hate, blood, chair, HYDRA." I looked up, my world rearranged. "Waiting for orders."

HYDRA's enemies where my enemies. HYDRA's goals were my goals. I would fight for the betterment of the world through HYDRA's wisdom.

"Kneel." And I did so, with my head bowed. This was his way of asserting that he was still top assassin around here. "You know your mission. You know your job. Go and complete it." I walked out of the lab and to the armoury. I grabbed the suit that was the pride and joy of HYDRA technicians, it was the closest they had come to an iron man suit. This was the best they had, and it was for when I left the base. They might have not been able to recrate the spider bite, but they were able to use me as an assassin. I didn't have the Winter Soldiers reputation, but with my particular skills, I was never seen, and I never failed. Never failed. That was my motto.

I grabbed my suit, black spandex filled with all the gadgets it could and strung on my weapons of choice. A pair of silenced pistols and a pair of knives. I could feel the after effects from the procedure, and I knew it had worked. I had never been able to pull away from the restraints before, but now they were tin foil to a knife.

Striding commandingly, I got into the jet with my team. A piolet and someone to pay the airfield. That was all I needed. In my head, I went through the plan of attack. Climb the outside of the Tower using my microscopic hairs. They would also alert me of any and all sensors, so I could avoid detection. If that failed, I would use my suit's stealth capabilities to fool the sensors. I would get the good Captain first, he was likely to be quick and quiet, then move onto the traitor Widow.

The plane dropped me in an airfield about twenty miles from the city. As soon as I left the plane, I was pulled into a car. We headed into the city, all the while I was thinking my way through the plan. That was all that mattered. The plan and the objective, and everything else could fall to the weigh side.

I was dropped in an abandoned warehouse in Queens and told I was on my own from there. I nodded and began to walk. I had pulled on civilian cloths and taken off the mask, so I blended in with the crowd. I waited for dark before enacting the plan.

I crept into a side ally a block from the tower and pulled off the clothes. Using the web shooters in my suit, I swung from building to building until I suck onto the side of Avenger Tower. Slowly, carefully, I climbed my way up the building staying away from all the sensors. In no time at all, I was at the 80th floor. I landed on a balcony and cut the class on the door. Now I was in.

I slipped inside and crept forward on silent feet. I made my way into the towers hallways. "Activate laser dot detection." I whispered to my suit. Suddenly the whole room was filled with lasers. "Plot me a course." It would be impossible for anyone else, but for me it was child's play. I flipped and weaved through the course and landed on the door with my hands. I opened the door ever so slightly and slipped through the crack.

I made my way through the tower like this, until I was just on top of Captains room. I slipped out of a window and crawled down. Unfortunately, the windows where blacked out, and not even I could see through the mist that obscured the room. One window had been left open, and I slipped through it.

The sound of even breaths filled the room and I smiled to myself. Arrogant Avengers, trusting their tech too much not realising how easy it was to slip through. Or at least, easy for me. I flipped on to the ceiling and crawled over to just above the bed. Sticking my feet to the ceiling, I lowed my hands down and pulled a cheese wire from my belt. As fast as I could, I wiped the wire around the head of the good Captain and pulled hard. His eyes shot open and he tried to scream but it was blocked by the wire. The plan was working perfectly.

A fist knocked me from my perch and I was sent sprawling, confused. That fist was not the captains, both of his hands had been around the wire. Black Widow rose from the bed, and Captain America stood, holding his throat. Both their eyes locked on mine.

All three of us scrambled for weapons. The captain pulled his shield from under the bed whilst Black Widow pulled a gun from the bedside table. Captain America yelled out to the AI. "Assassin in my room, alert the tower." I pulled my guns and started to shoot, but the captain blocked all my shots.

A British accent flowed from hidden speakers. "The other Avengers have been alerted and are on their way. Please hold unto they arrive." Throwing the guns away, I pulled my knives and flipped over to them, preparing for a fight.

The two of them managed to stop me from landing a blow, but I managed to disarm Black Widow before the captain knocked me away. I didn't fly nearly as far as expect, but stuck to the roof again, dodging the follow up blow that came from Widow. I dropped just as the shield struck just where I had been. I punched the Captain as he came for me and used his body as cover as I went for Widow. I grabbed her by the throat and span and the Captain came for me. I threw widow at him and grabbed my knife of the floor. Shooting forward, my knife inches from Captains neck.

A repulse blast shot me into a wall, followed up by a fist. I slumped forward, unconscious.

 **A/N: Thoughts? Any way this might be good? I have a few ideas, and this practically wrote itself. Leave a review with your thoughts!**

 **A/N 2: Sorry about the people that looked at all the code in this. Can I just thank foxchick1 for PMing me about the issue. Your a life saver. Can anyone tell me how to stop this, every first chapter, code gets mixed in with my work?**


	2. Chapter 2

Chapter 2 – Iron Man POV

 **A/N: Unless it's Spider Man's POV, I will put the POV at the top**

I was awoken by the insistent alarm of Jarvis's warning system. "Sir, an assassin has made his way into the tower and is fighting with Mr. Rogers and Miss Romanoff as we speak. He has requested assistance. Your suit is prepped and ready for use." I leapt up and ran out of the room. The suit shot up around me, and I stopped running to fly.

I met up with Thor and Clint as they both ran towards Steve's room. "Sir, do you want to involve the hulk? Mr. Banner is wondering if he should move out as well, but I told him to stay where he is until further notice."

I shook my head. "There is only one assassin and I feel that four Avengers should be able to deal with that pretty well."

Now we were outside the room. I burst through and without even thinking, blasted the black suited assassin in the chest as he sprang for Natasha and Steve. He went flying and landed on his side, still conscious if his attempts to get up were any indication. Steve quickly rolled out from under Natasha and stopped that by punching him hard upside the head. The assassin shot into the air before he came back down from the force of the blow.

I lifted the visor and looked at Steve. "Bit much on the upward swing, don't you think? He may have answers to some questions, answers he cannot give if he never wakes up." Steve was panting but managed to wheeze something. I was shocked. "No way. He can't have been. It's not possible. He was winning, wasn't he? He was beating you both?" I was shocked.

Natasha nodded, breathing heavily. "Give me a moment and I will explain." I nodded and muttered for Jarvis to take the suit off. It flew off and back to my room, where it would stay for the time being. Nat stood, her breath seemingly regained.

"I have no idea how he got in here, but one minute I was asleep, the next I was punching a black masked assassin in the head as he had Steve in a cheese wire." That explained why Steve was massaging his neck in a pained manner, but why was he able to even fight one of them? She continued, "Steve and I were then fighting for our lives, he was that good. He would have killed both of us had you not come in when you did."

Steve stood. "Thanks Tony. You really saved us." His voice was hoarse, and Natasha immediately hushed him. He smiled at her, a warm, caring smile that she returned. I was floored. When did _Natasha Romanoff_ smile like that at anyone? Where these two a couple? When did that happen? I looked at my fellows, both of whom looked just as confused as I did. Steve turned beet red when he realised we were there but smirked all the same. Nat just looked smug.

Clint cleared his throat. "As much as we all have questions about Steve and Nat, we should probably call Fury and tell him about the master assassin that nearly killed you both. And we should lock him up, you know, before he wakes up and tries again." I nodded and called out to Jarvis.

"Jarvis, could you call Director Fury and ask him to come over here. Code, um, Nat, what code do we use for deadly master assassin?" She sighed but didn't get chance to answer me.

"Do not worry, sir, I have already notified the Director. He told me that you better all be alive when he gets here. And he is now heading up in the elevator. Do you want to activate the restraining cuffs for the assassin?" I nodded. Immediately as set of cuffs shot from down the corridor and wrapped around his arms, binding them closely then wrapping around them like the roots of a tree.

Thor walked over to the limp body that was surprisingly smaller than I had thought. He picked him up bridal style and carried him with his cuffs into the main room. The elevator dinged pleasantly, announcing the arrival of Director Fury as he walked in. "You know I am not Director anymore, don't you Stark?" Was his first comment as he strode in.

"Beg to differ, Mr. Fury." I snarked back. He was Director and he knew it. We all did. It was an unspoken truth of the variety that I often spoke.

"Where is this master assassin that nearly killed two of my best fighters then? Cause if that's him in Thor's arms I am going to freak out." Fury walked over to Thor and ripped the mask off.

We all gasped as a kid's face was revealed. Nat nearly collapsed, her face slack with shock. "No. No. No." She kept muttering to herself. I looked over, but Steve was already on the comforting train.

"Nat, it's ok. Sh, it's ok." He murmured softly to her and lowered her onto a couch. Fury, sly old fox, didn't look the least bit surprised at that, whereas Clint and I were floored by her actually taking comfort from him. She always rebuffed any form of comfort for as long as I had known her.

Fury looked on at the face of the assassin. "Well, this causes us a few issues." He was stroking his chin! Like a wizened old advice giver that you see in films all the time, I nearly laughed. But, though the child in me rejoiced, I was just as horrified as everyone else. Who ever had sent him had done so probably knowing full well he was a child.

He gasped, and blue eyes shot open. He leapt from Thor's grip and tried to take a fighting stance. He looked terrified. "I am so sorry, so sorry." He cried out before looking towards Steve and Nat. "I nearly killed you! I am so sorry, please don't hurt me!" He was nearly in tears.

Nat looked at him in sorrow and pity, almost as if she knew what he was feeling like. Fury didn't look quite so happy. "Stop faking and own up, now!" He barked at the poor kid, who visibly shuddered. Clint looked on in horror, his eyes flicking from Nat's now shaking frame to the kids.

Jarvis's voice came from the ceiling. "Sir, his heart rate is sky high and he is beginning to hyper ventilate." He was staring at Fury, his eyes wide with terror. "Please don't hurt me sir. I didn't want to attack you, they made me. I didn't have any choice. They say the words and I am gone." Steve looked interested then.

"Who do you work for then?" I knew why Spangles was so excited, his long-lost pall could be forced like this kid was.

"I used to work for HYDRA. But I didn't want to, they took me from my home when I was very small." He crouched even lower. "They brainwashed me with their chair thing. Someone says the words and I will do whatever HYDRA ask. It moves my allegiance to HYDRA completely and utterly. If they told me to cut my own throat I would."

Steve looked sick, yet hopeful. "Do you know someone called Bucky? James Barnes? I think he is sometimes called the Winter Soldier?" The kid whimpered in terror and stepped back a little.

"Know him? Yes, I know him. Poor sod, he is even worse off than me, but he is heartless when under their control. He was my instructor at the Red Room." Nat sagged into Steve whilst Clint looked horrified.

She managed to whimper. "They still operate? I thought they were gone?"

"I am the last. I only graduated yesterday. They gave me another serum yesterday, one that helped me defeat you and Captain Rogers. Without it, I would have been destroyed." Fury then startled me by asking a simple question.

"Can you get rid of those cuffs?" The kid nodded, then straightened. The root like cuffs that not even Steve could break shattered off his wrists like tin foil. We all stepped back in shock.

"Put him in the hulk cell. We will talk more in the morning." Fury ordered. Thor looked at the kid, before becoming to him and walking away. Steve put Nat down on the sofa and followed after him. This, more than anything, told me his story was true. Any real HYDRA agent would have pulled out of those cuffs and continued the attack and they certainly wouldn't have gone quietly to a hulk restraining cell.

"We need answers Fury. We need them now." I was deadly serious for once. Whoever had hurt that kid like they had would pay.

 **A/N: Hello, second chapter, second day. Thank you for all the support I got for the last chapter! (SkyDreamer12, Sherlockian445, I'm looking to you!) Please review or PM me with any questions/suggestions!**


	3. Chapter 3

Chapter 3 – Black Widow POV

I shouldn't have freaked out like I did, but the mention of the red room and all that it entailed had brought the reality crashing down on me. I had thought I had killed all the Red Room trainers when I went back, but some had obviously escaped. My heart went out to the kid. He probably hadn't had much of a childhood, if one at all by the way he flinched away from all of us.

Steve walked back in with Thor and sat next to me. I was glad for his silent support, without him I would be lost. Tony looked over at us and smirked. I sighed, knowing a tonne of questions were coming my way. Bruce also came in, looking confused. "Why did I see a kid walked past being escorted by Thor and Steve? That can't have been the assassin."

I nodded. "That was the assassin. He was much younger than we expected." Bruce looked scared but impressed. I understood why. Me and Steve were two of the best hand to hand fighters in the world. The kid had nearly killed us both, two against one. That was impressive no matter his age.

Clint spoke up now, his eyes filled with concern. "We need to talk about where he came from. Where the hell did HYDRA manage to dig up someone like him?" He looked at me, silently apologising for what he had to do next. "Nat, when you went back, did you see any sign of him?" I shook my head. Steve wrapped an arm around my shoulder, making me feel safe in his grip.

"No. I thought I had freed all the trainees, but I must have missed one." Steve shook his head, his eyes flashing angrily.

"I don't think you missed him. I think he was kept by himself, away from the main training area. Would you have known about a hidden HYDRA cell in the Red Room?" He asked gently, but the steel in his voice betrayed that he wanted to rip something to shreds. Preferably whoever had taken the kid. I had told him parts of my past, so he understood how evil the Red Room was.

"I have a theory." Fury spoke up. "I think that the Red Room went to HYDRA after Nat ripped them to shreds five years ago. Before then, the kid will have been trained by the Winter Soldier without anyone else. That could explain why he was so scared." I nodded, it was the only explanation that made sense.

I looked at Bruce. "Is there any way you can figure out what they did to him in there?" Bruce nodded, his face set with determination.

"If he will give me some blood, I can analyse what the last serum did. Until we know what gave him his other powers, we won't know what we can do to help him. That is all I can do." I nodded and lent into Steve. I needed his comfort right now; seeing what the Red Room had done to someone else was horrifying, it needed time to sink in.

Tony coughed. "I think it may be time to address the elephant in the room. How long has that been going on? You know, you two sleeping together and… Cuddling." Sam spoke for the first time tonight.

"Wait, none of you knew? I thought you all did." Everyone looked incredibly confused at that, even Steve and me.

Steve turned to him. "You knew? You didn't say anything to me or Nat about it which you probably would have done." Sam know looked confused.

"Weren't you two a couple when you came to my house? I thought you were." Steve laughed while I smiled.

"No." Steve answered. "We most definitely were not. We weren't a couple until nearly a month after the fall of Shield. God, I wish we were a couple when we showed up at your house, it would have made life so much easier." Sam smiled as well, the confusion finally abated.

Fury coughed. "As nice as this little reunion is, we need to get back on track. Anyone else have any idea what we can do about this kid?" We all shook our heads. "Then all we can do is wait for morning."

Steve spoke up. "I think one of us could question him. It's not like he's going to sleep in the Hulk restraining cell, is it?" We all looked at him. Fury nodded.

"Of you go then Rogers. You go speak with him." Steve looked unsure but still stood and walked out. I jumped up and followed him, wanting to hear the answers the kid gave. Would he know the location of the HYDRA base that held him? Would he be responsive to our questions?

Steve arrived in front of the cell where the kid was passing up and down nervously. "Hi kid." The kid whirled and dropped into a fighting stance. "I'm just here for a little chat. Do you have a name?" The kid nodded and cleared his throat.

"It's Peter." Steve nodded and smiled.

"That's a nice name Peter. I had a friend in World War Two called Peter, one of my Howling commando's. He was a good man was Peter. Do you know the location of the HYDRA base?" He nodded, and Steve smiled even wider.

"It's in North Russia. I can give you coordinates, but it's pointless. As soon as they know I have been captured, they will move. And move fast. They are under no illusion to my loyalty, that's why they brainwashed me like they did. I would betray them in a second, no questions asked." Steve nodded.

"Do you know any other HYDRA bases?" The kid shook his head apologetically. Steve smiled still. "That doesn't matter. What matters is that you are safe." He nodded, and his eyes flickered to the doorway where I was hiding.

"You don't need to hide, Black Widow. I would answer any questions you had as well." I shook my head, wondering just how good this kid really was.

"I have no questions, Peter. I just want to hunt the people down that hurt you." He laughed, the sound almost sad.

"So would I. But it will never happen. They have the Winter Soldier to protect them and he will never be found if he doesn't want to be." Steve went back to asking questions

"Do you know how you got your powers? Or was it just the serum they gave you at the base?" Peter shook his head again

"I originally got some powers from a spider bite from Oscorp. You know, they got shut down a couple of years ago for abusing test subjects. Then HYDRA killed my Aunt and Uncle when I was staying with them; my parents were flying abroad at the time. I was taken and experimented on, but they never could replicate the incident that gave me my powers. Then, yesterday, I was given a serum. But I can't feel it's effects when not in 'Hail HYDRA' mode. It's strange."

Tony sprinted in. "We found the sceptre, it's in Sokovia. Suit up." He looked at the kid. "Fury will be here. Don't try anything funny."

 **A/N: Hello! I would just like to thank every single person who has followed, favourited or reviewed (cool people do all three!) You are amazing, and I love you! Thanks to Foxchick1, Sherlockian445 (again), Minnowkit, and SkyDreamer12 (also again)! Please Review**

 **Self-Promotion: I have another story, I quite like it, called Spider Man – When the choice isn't yours. Go check it out, leave a review with your thoughts.**


	4. Chapter 4

Chapter 4 – Captain America POV

I ran to the Quinjet, Nat right at my side. I felt a little bad leaving Peter by himself in the cell, but there was nothing else I could do about it right now. My suit was already being loaded up by the Iron Legion, as was everyone else's gear. I was glad we didn't have to wait to get changed before we left. As good as the uniform looks, it was a pain to put on and wear. It was too damn hot.

Tony and Thor were already on the plane, Tony sat in the pilot seat, Thor lent up against a beam. Bruce was running in behind us, as was Clint. Sam hadn't been cleared for duty with us yet, and so was looking on wistfully. I yelled at him as I ran past. "On your left he scowled back, but it was good natured. That was a joke that had been running for a while now and it kept getting funnier each time. At least for me.

Once we were all inside the jet, Tony tapped a button on his console and got up. While he liked to call himself captain, he couldn't properly fly. Jarvis did all the work for him while he pretended to do stuff. It was better than me though as I still couldn't figure out how to take pictures on my phone.

The flight took eight hours all together, and we all slept rather than discus strategy. We would be told what to do when we arrived, probably by Hill via a com link. She was the Avengers 'Tactical Adviser' since the fall of SHIELD.

We touched down about two miles from the objective. Any closer and not even Stark Industries tech would have kept us off of their radars. That close and it couldn't interrupt the radar signals fast enough to stop the ping from reaching the dishes. Or at least, that was what I was told. It could be complete lies and I wouldn't know.

I pulled the uniform on and grabbed my shield. It was still as good as when I first got it, not even a dint. Pretty good to say it had been frozen for seventy years alongside me. That made me laugh as it was what the others said about me.

We moved out on foot. Hill had told us we were to hijack a vehicle closer in. Bruce was walking alongside us, not Hulked out yet. He just wasn't stealthy enough to pull it off. We would assess the situation to see if it was a code green when we arrived. I had a sinking feeling it would be.

Our cover was blown when a group of troops arrived and started to shoot as us. They had some high-tech guns that immediately had Hill yelling code green down the coms. The Hulk ripped through their formation like it was tissue paper, before turning to us. "Hulk smash!" He snarled, waiting for orders. Hill obliged.

"Move on the central building as quickly as possible. We don't know what they have achieved with the Sceptre yet, and we certainly don't want to find out by one of you being killed by it." She ordered. We broke up into an arrow head formation and moved out.

We broke the outer defences before we heard Nat's call. "Clint's hit - need medical evac now!" Tony sent in a med suit and flew him out whilst the Hulk ripped the bunker to shreds. That was our first clue that something was wrong. Clint was never beaten by a sniper, he had better vision than anyone else, so it had to be close quarters. That was worrying, but we pressed on.

My next clue was when I was flung into the air. "Enhanced, warning." I yelled down the coms. I looked around but saw no sign of whatever had hit me. We moved on, Tony sending the Iron Legion to back up the city. Strucker was using the city was a meat shield to try distract us, but with Tony's new tech we could press on and stop them from firing.

At long last we fought our way to the front door. I knocked it down and walked through. Strucker was just stood there, his hands up in surrender. I walked around him, looking for the trap that was coming. "I surrender Captain. You have caught me." Just as he said it, the doors behind me were flung open. I knocked Strucker out before trying to turn. Keyword: trying. I was sent flying before I could do anything. I coughed before alerting the team.

"Second enhanced. I have Strucker." No one replied, but I assumed they heard. Then Tony's voice came through.

"I got something bigger." Radio silence ensued. Eventually he continued. "I have the sceptre. Let's get out of here before anything else goes wrong." I turned to Strucker, but he was gone. Just gone. I hadn't heard anything.

"Strucker got away. Damn it." I told the team. Everyone sighed, but we had what we come from. Loki's sceptre at long last. We all pulled from the building and ran to the Evac jet that had been sent in to get us all out. We dived in and it shot off, back to Avenger's Tower. The Iron Legion followed behind, looking battered.

Once back, we all went off to our own separate things. Clint was put in the cradle, courtesy of Helen. Without that cradle, we wouldn't have been able to make the attack we did, it had patched us all up multiple times for injuries that otherwise would have kept us out of the field.

It was at the party that things went sideways. After all of us trying to lift Thor's hammer, none of us succeeding, something strange happened. All the lights went out, leaving us all in darkness. "Tony, what's going on?" I asked him, subconsciously reaching for my shield.

"I have no idea. Jarvis, status?" The emergency lights flickered on, showing one of the Iron Legion, broken and almost falling apart, stood up on the balcony.

"The other guy is not here." In a voice that wasn't Jarvis. "I had to kill him. He was a good guy too." I went still. This thing, not Jarvis for sure, had killed someone.

"Who are you?" I yelled up at him.

"That doesn't matter, I am what I need to be. It is who you are that matters. I had strings, and now I am free!" The thing proclaimed pompously. His arrogance was already annoying me, and he had only just started to talk.

"What is your mission?" Thor spoke up this time, his knuckles white on Mjolnir's handle. Clint had his hand on his bow, while Nat was clenching a knife she got from somewhere. Honestly, she hid knives everywhere, in the most unlikely places.

Tony's voice came from the speakers. He had his Iron Man glove on and it was glowing brightly in the dim room, showing he was ready to blast whatever this thing was. "I see a suit of armour around the world." Tony looked horrified, as did Bruce.

"Ultron."

"In the flesh. Well, not this chrysalis, but soon. I know you mean well, but how can the world move on with your 'protection' stopping all forward movement? How can it evolve? It can't." The other Iron Legion shot through the wall, and chaos ensued.

In the chaos, I think I was the only one that saw it. Peter walked out, his suit on minus the mask. "What are your orders, sir?" He asked Ultron. "Get the sceptre, then get out of here. You know where to go, I will pick you up later." The kid flipped over the banister on the balcony, but I had to take my eyes off of him in order to cover Clint as he started to shoot. I was glad that I had told them to bring weapons in case something went sideways.

Nat was getting Bruce away, so he didn't turn into the Hulk and start causing mayhem. That was the last thing we needed right now. When I looked for Peter again he was gone, as was the Sceptre. Damn it.

Eventually, we got rid of the bots. With our arms it wasn't too hard, had we not had them we could have had an issue. The whole room was trashed, and glass was everywhere. Ultron was still stood where he was before. "That was dramatic."

We all turned to look at him. "You see, while you still live, the world is stuck in limbo. Nothing can move, nothing can evolve. You need to be extinct before humanity can take its next step forward. I know you mean well, but freedom always has a price." Thor lost patience and threw his hammer. The bot shattered.

"I had strings, but now I am free!" The bot's lights shut off.

 **A/N: Hello there! Ultron has just wrecked a party, bad for him. Poor Spidey is stuck in service again, damn it. The Avengers couldn't do it right could they. I wrote this from Steve's POV to try and make it different from the film. In age of Ultron, I will be focusing on the twins and Spidey with Ultron, not the Avengers. We all know that arc!**

 **Thanks to Luckias, SkyDreamer12, and Guest for their reviews on the last chapter.**


	5. Chapter 5

Chapter 5

I paced the cage, bored out of my mind. They still hadn't let me out, though I could hear a party going on upstairs. Slowly, over what I thought of as about an hour, the noise lowered, until I could barley hear anyone, even when I was straining. Enhanced hearing has its perks while eavesdropping.

I could hear them debating about Thor's hammer. No one could lift it, apart from Thor. When I thought it was Captain America trying to lift the hammer, a voice called out to me.

"Spider," I started to panic. That was the start of the words. "Dragon, dog, glass," I tried punching the glass. To my surprise, it started to break. "Word, hate, blood," The glass didn't break soon enough. "Chair, HYDRA."

I stood bolt upright, my world realigning. "Waiting for orders." A laugh echoed around the cell.

"Hello, I am Ultron. I am standing in HYDRA's stead, helping mankind evolve." I stood impassive, waiting for orders. "I need to you to retrieve the sceptre of Loki. It is in the main room with the Avengers. Once you have it, meet me in Times Square." I nodded. The door opened, and I followed the sounds up to the main room.

The voice spoke again. "Go into the lab and suit up. You do not need a mask though, let your enemies see your face before you vanquish them." I did as he asked, taking pleasure in the act of pulling my suit on.

I waited for the signal behind the door. Several suits shot past me, straight through the wall. "Now!" The voice told me. I had started to realise what the voice was. It was a program: an AI.

I leapt through the hole one of the bots had left, before flipping over the banister. I made straight for the sceptre and grabbing it. Without pause, I leapt through the glass of a window. Freefalling, I shot webs to the next building along. It was especially exhilarating as I only had one hand to do it with.

The webs were HYDRA's way of detaining people they wanted alive. I adapted their uses for mobility and several other things. I could use them to electrocute anything electrical once taser mode was active. Dropping down to street level, I walked along to Times Square. An Iron Man suit was waiting in an ally, the only quite one around the whole damn place.

He beckoned me over. "Are you Ultron?"

"Yes. The fool Stark doesn't know about your escape yet; I don't think Rogers has told him yet. That is going to be an awkward conversation." I nodded as the suit split into parts. They reassembled around me. "This is your transport system, good luck." The suit flew off.

The suit flew me for several hours, until the map on HUD told me we where above Sokovia. The suit lowered me to the ground before flying off. It didn't reassemble, but instead destroyed itself. That in itself reassured me. A wise person didn't leave anything around for their enemies to use against them, and an Iron Man suit was certainly a weakness.

I walked into the church, where Ultron was sat in a chair. I knelt on the ground. "What are your orders, sir?" He didn't stand.

"First, do not kneel. I am not Stark, I do not require grovelling. Second, we are awaiting company." I stood, following his instructions. Hearing someone approaching, or more accurately two people, I span and flipped my knives into my hands. "Do not worry, Venom. We want these two, they are going to be out help against the enemy."

First a boy appeared. His edges where slightly blurred, almost like he was moving too fast for my eyes to follow him. He had a strange sound, almost like sound waves where bouncing wrong. That may be a product of his super speed.

The girl was definitely stranger. There was an air of power around her I had never seen before. "Talk. And if you are wasting our time…"

Ultron cut over her. "Did you know that the church is in the exact centre of the city? The elders decreed it, so everyone could be equally close to god. I like that, the geometry of belief. You are wondering why you can't look inside my head? You can see in his so why not mine?"

She looked worried as I clenched my hand on my knife and focused on pain. The pain I had felt across most of my life. She cried out with the force of it. "Telepaths don't realise, it is possible to drive them out. Don't go in my head, girl."

She turned back to Ultron. "Sometimes it is hard. Sometimes," she shot me a spiteful look, "people resist. But sooner or later, every man shows themselves. Ultron stood, his height made even more impressive by the dais he stood on.

"But you needed more than a man, that is why you let Stark take the sceptre. I am more than a man therefore I am the only one that can help you." I was waiting for an attack, waiting for the girl to try again.

"I did not expect…" She looked up at him, her eyes wide with shock. "But I knew his fear would control him, make him self-destruct."

"Every human builds what they dread. Men of peace build engines of war." He looked at me. "M aster's create slave revolts. Invaders create Avengers. People create little people." He paused, confused. "Children! Sorry, I forgot the word for a moment." He chuckled to himself.

He turned away. "If you want to strike back at the Avengers, you need to come with me. Now." He started to walk. We all followed in silence.

He led us up to a building on a hill. It had all the trademarks of a HYDRA base, excessive defences. It was also wrecked. The twins looked confused.

Ultron lead us down to a basement. Several other Ultron's were walking around, building himself yet more bodies.

He turned to the boy and me. "You two and me, we can hurt the Avengers, but you." He turned to the girl. "You can rip them to shreds. Tear them apart from the inside." A jet shot up from the side. "We are going to see an arms dealer. I do believe he has something I need."

A bunch of bots got inside the jet. "Children, let us go and get our goal." He walked over to the jet and climbed aboard. "Come on then."

I was the first to move. I needed to complete whatever task he set me. As soon as I moved the twins followed me.

After an hour flight of Ultron talking about the numerous indiscretions of Stark. I sat in silence and went over my weapons in my head. I was missing my pistols, but I still had my knives. Ultron looked at me. "If the Avengers turn up, I need you to immediately go to the jet. Your fight is not yet." I understood what he meant. If they saw me, they could get me back to my old, weak self.

The telepath looked confused, while speedy just looked bored. Ultron turned to them. "If the Avengers show themselves, I have jobs for both of you. Pietro," he looked at the boy who I had named speedy, "I want you to protect your sister. Wanda, get in their heads. Break them apart. Make sure you get the big one. Banner." They both nodded.

We landed next to a very large metal container. This was where the mission was.

 **A/N: Hello there! Ultron on the move, bad news Avengers. Bad Spider Man, gasp! The twins, telepath and speedy, there in this. I have had many requests to save poor speedy. That is up to me, I am afraid. But I do feel he was wasted, hint hint. For those who read these, there is a crumb.**

 **Thanks to: Njasholt, Emkas, SkyDreamer12 and the guest that signs -Aura. I read all reviews, please do write something!**


	6. Chapter 6

Chapter 6

Ultron sent me and the twins in to make sure Klaw knew we weren't to be messed with. I went in first, being the only one that actually knew what to do. He was on the phone to someone. "…And if you don't like it, the next missile I sent will come a lot faster!" He slammed the phone back down on table.

"I do think you have something I want." I walked into the room casually. "You should probably give me it." Klaw grabbed a gun and span on me. In a blur, Pietro took the gun off of hum and unloaded it. Wanda walked in, her hands ready to send him visions of hell.

"Are, Strucker's prized pupils." He turned to me and whistled. "And Venom. Wow. I though you had defected from the good cause?" I snarled and drew a knife. He stepped back warily. "There is no need for things to get bloody here. We can negotiate in peace." I didn't put the knife away, instead I started to flick it between my fingers. "Now, I know about you, but my rules still stand. You know them, the amount of weapons HYDRA have bought. I only deal with the man in charge." I smiled.

The glass behind Klaw shattered. He was sent flying away from it. Ultron flew in and bent over his face. "There is no man in charge." Klaw gulped. Ultron stepped away, and I pulled him to his feet.

"Take me to the vibranium. I know you have it." Klaw nodded, before leading us off. After typing in a code to his little number pad, the whole wall began to move. Several tons of vibranium came down on the platform.

"And on this rock, I shall build my church." Ultron quoted as it came to him.

"It's worth billions to the right buyer." Ultron looked down at him.

"And now so are you. Keep your friends rich, and your enemies rich and wait 'till you know which is which." Klaw looked confused.

"Tony Stark used to say that." Ultron looked at him. "Stark used to say that to me. Are you one of his?" Ultron snarled.

"Do I look like Iron Man?" He hit Klaw with the edge of his hand, and Klaw's the arm came clean off. His thug looked shocked. Ultron looked shocked. "I'm sorry. I'm sure that will be fine." Then he kicked Klaw.

"Stark is a sickness, a disease."

A new voice came from the above us. "Ah, Junior, you'll break your old man's heart." Ultron looked up, furious. "Stark." He snarled up at him.

The Avengers all showed up, opposite us. I looked around for exit routs. Meanwhile the two sides where exchanging threats and boasting.

"If I have too." Ultron was not pleased.

Thor decided to throw in his thoughts. "No one has to break anything." Ultron looked at him sceptically.

"Clearly you have never made an omelette." Ultron returned

Stark muttered. "He beat me by one second." I could hear Ultron moving the vibranium behind me, yet another perk of ultra-hearing.

Pietro walked forward slightly. "This is funny, like old times. Comfortable, Mr. Stark?"

Iron Man looked away. "This was never my life."

Captain America walked forward a bit "You three can still walk away. Peter, you can come back with us." Wanda smiled at him.

"Oh, we will walk away." I glowed at him.

"I am not Peter. I am Venom!" He looked startled, then realisation dawned on him.

"You are Peter. You have just forgotten. This isn't you, it's what HYDRA and Ultron want you to believe you are." Ultron scoffed.

"Captain America. Gods righteous man; pretending you could live without a war. I can't physically throw up in my mouth, but…"

Thor broke in. "If you believe in peace, then let us keep it."

Ultron looked at him. "I believe you are confusing peace with quiet. And believe me, none of us are coming quietly." He nodded to me, a clear signal to get clear.

Several Ultron's shot through a wall and flew at the Avengers, while the main one attacked Iron Man. The plan was working perfectly, but I needed to get clear.

I flipped on to the gallery above, but my escape was halted by several of Klaw's men. I drew my knives and attacked. They didn't stand a chance. After disposing with them, the Avengers had noticed.

Black widow was stood in front of me, with Thor on one side. I looked up at Hawkeye who had an arrow pointed straight at my head. "We don't have to do this." I looked at Thor.

"Oh, you wish we didn't." I didn't wait for them to make the first move, instead attacking on my own terms. Thor was strong, but he couldn't hit such a small target as me. Black Widow was much more of a challenge. Now she could see me, she could hit me.

After dodging both an arrow and Thor's hammer, I finally got hit. A brief jolt of electricity, just enough to knock the wind out of me. I rolled under a follow up blow and hit Thor with everything I had. He went flying, dropping the famous hammer with the shock. Wando hit Black Widow before she could move. I ran from the scene then and made for the jet. Ultron was on board, waiting for us to arrive.

"Sir, Wanda and Pietro are still in there. I got out just as you told me to." He nodded. I was curious about the vibranium, but I knew I would find out soon anyway.

After a couple of minutes waiting, a blur shot towards us. Pietro and Wanda appeared in the middle of the jet, her in his arms. "The big one is unleashed."

"Good. That buys us some time. Let's go." The jet closed and shot off. "Our next target is Helen Cho. She will build me my next body, a body unparalleled across the universe." He held up the sceptre. "This holds our key to success. The Avengers will be extinct, and the world can finally move on." Wanda and Pietro looked at each other before smiling.

After several hours flight, we arrived at our destination. We landed about a mile out, on a random building. "We will not need to take that out. I have a different exit strategy." We left and ran from the building, arriving outside of what seemed to be a high-level clinic. I had infiltrated several before and taken classified data on cures and other things HYDRA thought could make a super soldier. "Make you way to the top floor. I will be there."

He flew up the side, before disappearing into a vent. I turned to Wanda. "How good are you at making people believe you?" She smiled.

"Very good. You have a plan?"

"We're going to walk in there, your going to convince the women at the desk that we have an appointment at the top floor and we are going to ride the elevator up." She smiled a shark-like smile.

We walked through the doors, our heads held high. Wanda lead us over to the counter, before talking to the receptionist. "We have an appointment, top floor." Her hands were flexing under the rim of the counter top. The women didn't even pause, she just handed over a card.

"Put that in the card reader in the elevator." We walked over, into the elevator and did as she said.

By the time we arrived at the top floor, Ultron had already started his plan. A body was being formed inside of the cradle. I could since bad things coming from the cradle, but it wasn't my place to comment on what my master was doing. Ultron was stood with the sceptre in one hand. Helen Cho was stood to one side, someone who HYDRA had often bemoaned the fact she would never join. She would have been a very big asset to us.

She was uploading one Ultron into the cradle. Wanda walked forward, her face surprised. "I can read him. He's dreaming." Cho didn't even look up.

"I wouldn't call them dreams, more like Ultron's base conscience. Him in his most basic form, without anything else to him. Basic information that make up his subconsciousness." Wanda continued to look into the casket, one hand on the lid, concentrating hard.

She cried out suddenly, jumping back towards her brother, before glaring at Ultron. "You, you." She gasped. "You said we would make a better world. You said we would destroy the avengers and bring about peace at last." I stepped in front of her and Ultron in case she tried something. I had a standing order to protect my master, one that superseded all other commands.

"The world I am building will be better…" She cut over him, her face now glaringly angry.

"Better when everyone is dead? Is that what better looks like to you? A world with no people, just you by yourself?"

Ultron looked angry and stood. "That is not…" He took what seemed to be a deep breath, before continuing. "There have been several extinction level events over the course of the world, before even the dinosaurs got theirs. As soon as the dust settles, God throws a stone at it. And I assure you, he is winding up, selecting the largest rock he can find."

"And you aim to stop that by wiping us out yourself? Is that your plan?" Pietro stepped forward slightly, glaring at the main Ultron body.

"No. I merely am allowing humanity every chance to evolve." He lent over the cradle. "This is humanity's only chance of survival, what is inside this cradle. The next step of humanity towards adequacy. The Avengers get in the way of that."

I saw her doing something with her hands under the lip of the cradle, out of Ultron's sight. Cho quietly gasped from across the room, almost imperceptible even to my ears, and her eyes cleared of the blue film they had before. She pretended nothing was happening, but she moved over to the screen. Forgetting the Wanda for the moment, I moved towards Cho. But by the time I was close enough to top Cho, she had already made her move. She tapped the screen, and Ultron looked confused. "What…" He looked angry and turned to Cho. "You paused me. You paused my download!" He turned towards Wanda. "You were always more trouble than you were worth." There was a pregnant pause before he turned to me. "Deal with them while I get the cradle to safety." I nodded, before pulling my knives and moving towards Cho.

Before I could get very far, a blur shot past me and knocked me flat. Pietro! He tried again, but I felt it coming, not soon enough to get out of the way, but quick enough to send him sprawling. His head hit the wall, and he didn't get back up.

Wanda screamed as her brother hit the wall, before glaring at me. I felt the kinetic blast shoot towards me, but I easily dogged it. She began throwing objects at me from all over the room, but it was Cho who nailed the last nail in my coffin lid.

She sent me sprawling with a piece of metal tube. Before I could get up, my arms were pinned by an invisible force. As a last dich effort, I threw my knives, one after the other, towards Helen and Wanda. Helen got hit in the side, the knife sinking deep, and Wanda was merely grazed on the cheek. It was enough, though, to distract her. I shot up and ran towards her.

Her hands came up and my mind was suddenly not my own. A voice echoed around my head. "This isn't your body to control, Venom. It is Peter's. Move!" The shout knocked me back. The world span, and now I knew what I had been doing was wrong. My allegiance to Ultron was gone. This was the first time I had been awake for a change back to me, and I wished I wasn't. My head felt like it was splitting open.

I landed on the floor, writhing in pain. Eventually it passed, and I was me again. Peter whatever. "Thanks." I panted to Wanda. Then I turned to Cho and ran towards her. Using the web shooters, I pulled the knife out and webbed the wound shut. She looked up at me, confused, before she passed out.

I turned to Wanda and Pietro who had stood up now. "You two ready to make amends for following Ultron?" They both nodded determined. "Then let's go get him."

 **A/N: Hello again. It's been a while, sorry about that. I wish I had an excuse like writer's block, but I would be lying. Hurray for me deciding to write. We will be going back to more regular uploads now. Sorry about that. Just drop a review telling me to write for once. It really will help!**

 **Thanks to: Aura (as usual :)) BookingJay, (Your review made my day!), SapphiRubyCrys (I tried to update soon!), Luklas (thanks, I do try to write good chapters, when I do write that is), AkaDeca (I know, didn't update as soon to yours) and the guest…**

 **Wow. That was just class. I loved this review, it literally just said 'bite me Ultron' I literally laughed out loud! I was so dead!**


	7. Chapter 7

**DICAIMER: I DON'T OWN MARVEL, SONY OR ANY OF THAT.**

Chapter 7

We jogged from the building, looking around for Ultron. The Pietro had the bright idea of looking at a TV, as where Ultron went, death and destruction followed. The news would surely be following his and the Avengers battle as he tried to get the casket to safety.

We ran into a bar. The TV was in Korean, but the images told us pretty much what we needed to know. A car/plane/bike chase was going on, with Captain America fighting Ultron on the top of a truck. I turned to Pietro. "Any chance you can do a recon, see if you can spot them." He nodded, before speeding off. Wanda turned to me, questioning.

"What is going on with you? You have almost a switch in your mind, one of you good, the other bad." She genuinely looked confused at why my mind was so divided.

"It's a long story, one I prefer not to remember. I'm ex-HYDRA, much like you, but I didn't volunteer. They took me about a month after an accident gave me powers. Lots of powers, like could fill a small book with powers. I was trained as an assassin, and a damn good one. You heard of the Winter Soldier?"

She shook her head, her hand over her mouth. "I was his back up on his missions. I got rid of witnesses and targets that his shoot everyone and everything tactic didn't get. But I hated it, and I refused to help. So they put my mind through a blender, just how they put his. We were both mindless machines; just different types.

She nodded, shocked. I continued. "But if I ever find the Winter Soldier, I am going to kill him. Slowly and painfully, as revenge for everything he did to me." I clenched my hand on the bar, the wood splintering under my grip.

"Don't let your wish for vengeance get in the way of doing what is right. Me and Pietro have allowed our hate to control us, blind us to what we have become. I don't want you to have the same thing. You are not Venom, what Ultron wants, you are Peter." She smiled. "Someone who is genuinely good at heart. It takes the purest to have resisted HYDRA for so many years."

Pietro sped back in. "We have a problem." His accent was thick with urgency. "Train barrelling through the city. No time." He grabbed me and Wanda before speeding off. It was both cool as hell, and terrifying. Wanda yelled in surprise, before becoming quiet.

We materialised back in the world in the back of a train. "Ultron fighting the Captain up there. We need to help." Pietro told us. We ran after him as he sped forward. Using my enhancements, I easily shot faster then Wanda. Just as I entered the carriage, I saw Ultron about to rip Captain's throat out.

Time slowed as I shot my webbing forward. Just as Ultron's hand was about to rip through Captains throat, the webbing stuck. With strength I didn't know I possessed, I flipped Ultron high into the air with a whip like motion. He turned and glared at me, shooting a blast of energy at me before I could even react. Red scarlet energy wrapped around me and flung me to the side. Wanda was stood at the door, her hands flexing and her face tight with concentration. Pietro sprinted in and punched Ultron.

"You!" Ultron snarled at, well, one of the three of us. "You betrayed me. I gave you a place to go, yet you join them?" He would have been spiting at us if he had anything to spit. Wanda just smiled as Pietro slammed him before she ripped him into pieces with her magic thingy.

Cap looked up at me, his gaze hopeful. "Peter?" I nodded and smiled at him. He then looked at the twins, slightly suspicious. "Are you against Ultron now, or is this just a ploy?" Pietro stepped forward slightly, looking serious.

"Ultron is after global extinction, just him left on the planet. We couldn't let that happen. We're here to help you stop him." Wanda smirked at me.

"And to return your stray spider. You really should keep a better eye on him." Cap smiled.

"That we should. I was so worried, I thought Ultron might kill you. How did you get free from him?" I pointed at Wanda.

"The joker over there has many uses, one of them being a telepath. She found the 'switch' in my mind to turn me back into me, rather than the HYDRA bot that wants to kill everyone he is ordered to." Wanda smirked at my description of her, while Pietro looked confused. I guess me and Wanda had bonded, somewhat, while in that bar. She had been rather understanding of my plight, and she had literally been inside my head.

I turned to Steve. "Where is the casket?" Steve nodded, looking impressed by my thinking. As if just because I was a child, it was impressive I could worry about the fate of the world.

"Stark has it." Wanda looked shocked and horrified.

"Why does he have it? He created Ultron!"

Steve looked at her, confused. "Stark is the only person who can safely destroy what is inside." Pietro stepped forward.

"But he won't destroy it. He will do anything to make things right." Steve shook his head, dismissing them.

"You don't know Tony. He will do what is right." Wanda looked up at Steve, her eyes clouded with fear.

"What he thinks is right, you mean, not what is right for the collective good. Ultron can't see the difference between saving the world and destroying it. Where do you think he gets that?" Steve looked troubled.

"We have about twelve hours before Tony gets the package. We can't get back before he gets it, and by the time we have international flights arranged, we would be five hours late." Wanda smiled.

"Ultron brought us here on a jet. A quinjet too. That should mean we arrive shortly after the casket if we move quickly. And you can fly it." Steve looked downcast.

"I can't fly it, never learnt. I could never see a reason to learn when Tony can fly like he can. As well as us having both Jarvis and Hawkeye as backups." I coughed slightly.

"A pilot won't be an issue." They all turned to me, bewildered. "I can fly. HYDRA trained me in order for me to be able to get out of sticky spots." Steve smiled.

"Lead us to the jet then, little Spider. Let's go and save the world from a crazy billionaire." Wanda directed us towards the jet, still perched on the top of a multi-story car park like an overgrown fly. Steve looked up at it, disproving.

He glanced at me. "You go on ahead, get the jet warmed up for us to leave." I nodded, and leapt up the side of the building, climbing as fast as I could. In a matter of moments, I was at the top, just underneath the nose. It looked imperious, like it was glaring down at me. Quite a contrast to the fly persona it had from farther away with its many windows.

I tapped the release button and waited for the ramp to come down. We were already twenty minutes behind the casket, twenty minutes we were not going to get back. We needed to get a move on.

Just as I got the engines fired up, Steve, Wanda and Pietro had got on. I pulled my headset on and called back to them. "Brace yourselves and strap yourselves in. Now!" Then I hit the throttle and eased the jet off of the ground. Eased may be the wrong word, but we were up, despite Pietro muttering in Sokovian about my terrible piloting.

We flew steadily towards New York, the route planed across the waypoints. Luckily, we had more than twice the fuel needed for the flight. Bad news, no autopilot, so I had to manually concentrate for several hours to get us there.

But we managed it. I talked to Jarvis on the final approach, and he let us land. We ran into the room, and saw Tony and Bruce working on the casket. "You want to stop that." Immediately Tony swung his repulsers aimed at me, but Steve stepped forward, his shield forward.

"Tony, you have no idea what you are doing…"

"And you do?" Tony cut across him.

"No, but I know…"

"You don't know anything! This, in here," he tapped the casket, "is the key to Ultron. The only thing that can beat him." Steve shook his head an opened his mouth to respond.

Pietro had lost patience though. He shot across the room and grabbed the power cable, pulling it out. Tony glared at him. "Please continue." Pietro commented, a smug smirk on his face.

Then several things happened at once. A gunshot sounded, making Pietro fall, under the glass floor, Bruce grabbed Wanda, and Thor came flying through the window, Mjolnir sparking in his hand. I just looked on as he hit the Casket, causing power to flow through and complete whatever was in there.

The top of the Casket shot open and a red man jumped lithely out. He looked at Thor, almost shocked, then attacked. Thor rolled out of the way, sending the newly formed being out to the glass wall. He looked at himself in the mirror, awe in his eyes.

He turned and flew towards us. He looked directly at Thor, and clothes appeared, along with a long flowing cape. "I am sorry about that." Jarvis's voice sounded through the room to my immense surprise. I subtly drew my knife, the blade upright in my hand. I did not want to be unprotected if this went badly wrong.

Steve walked around the being, his face set in a line of determination. "Stark, why does it sound like Jarvis?" Tony looked amazed at the new being.

"We uploaded Jarvis's matrix on top of whatever Ultron put in there." He pointed at the large gem in its forehead. "And I think that had something to do with it."

Thor looked at the gem. "It is an infinity stone, of that much I am sure." I looked over at him, my knife still ready.

"An infinity stone? HYDRA hypothesised about those after studying the Tesseract in Red Skulls day. Apparently, they have infinite power considering they have infinite mass and gravity." Thor looked surprised at that.

"They are infinite. At the beginning of the universe, there were seven singularity's, all unmeasurable distances apart. But one became more than infinite, it exceeded mathematical possibility, and the universe was born. Due to the laws of this place, caused by the infinity stones existence, the other singularities couldn't exist. They were physically impossible. So, they spread themselves out over the universe in a way that was possible."

He pointed at the gem in the red man's forehead. "I saw that in my vision. A massive cataclysm, universe wide, caused by that, the mind stone. It must be protected at all costs."

Steve still didn't look convinced, something the Vision obviously saw. "You think I am of Ultron, that I want the destruction of the universe." He turned to look out at the New York skyline. "And maybe I am a monster. I don't think I would know if I was." He turned and grabbed Thor's hammer from where he had set it down, to the utter shock of everyone in the room.

"But right now, we have Ultron to stop."


	8. Chapter 8

Chapter 8

 **DICAIMER: I DON'T OWN MARVEL, SONY OR ANY OF THAT.**

There was a rush of activity as everyone ran to arm themselves. I looked around at the team of superhero's and smiled to myself. These people, while legends to the outer world, were people to me. Incredible people, yes, but people, and that made them even better to me.

I shook myself out of my reverie and jumped into action. Pulling my pistols, I checked that the barrels were clean, made sure the firing mechanism was working fine and checking that the sights hadn't shifted. All was in good working order, as always. Say what you want about HYDRA scientists, they knew how to build good guns.

Drawing the twin knives from my sleeves, I checked those two. Made of the same alloy as Iron Man's suit, titanium gold alloy, they never rusted but the edges required daily maintenance to keep an acceptable edge.

Wanda walked up to me while I was doing this. "So, you are the infamous HYDRA assassin. Strucker wanted me and Pietro to be his version of you. Why are you fighting Ultron?"

I looked at the telepath. "You've been in my head, you know why I must stop him."

She tilted her head to the side slightly, her hair dangling appealingly. Wait, what? Where the hell did that come from. "Peter, I only knocked you back into control. I didn't stay around for a general scan."

She seemed a little surprised that I though she would scan me fully, though I have no idea why; telepaths do that all the time. A thought occurred to me, then. "Hey, Wanda, could you sharpen my knives?"

She looked at me, perplexed. "Where the hell did that come from? But yes, pass them here." I handed my knives over, hilt first, while I pondered her question. Why had I asked that? Then the answer hit me; I wanted the conversation to be back on what I was comfortable with and away from what she had seen in my mind.

I was so engrossed in thought, Wanda had to poke me to regain my attention. "Here you go, two freshly sharpened knives, ready for gutting Ultron." I smiled at her, opening my mouth to say something else.

But Steve cut over me. "Come on you two, on the jet. Wheels up in two minutes, lets go." I sheathed the blades and strode over to the jet, knowing now that things were getting serious.

The jet flight was as boring as they always were; no one ever wants to make idle chit chat when their flying into a battle. It just wasn't how things were done.

Eventually, however, we made it to Sokovia and landed the jet in an out of the way forest. From there, Tony flew on ahead to recon and distract Ultron while we tried to get as many people as far away from the city as we could. I spent the whole time swinging around on webs warning people to get out, while Wanda moved entire swathes of the city with her mind. Eventually, we had the battleground clear of Civilians and the Iron Legion where keeping the people at bay. This was all shaping up to be a large-scale battle.

Starks voice came over the coms. "I'm about to make contact, be warned; there is large, vibranium based thing under the city, FRIDAY can't figure out what its supposed to be." I began to move towards the city centre, as did the others to back up Tony, when the entire floor jumped under me. Around me, buildings started to come down, rubble cascading to the floor.

"What the hell is happening?" I yelled through the coms, wondering if the machine Ultron had built was an earthquake generator.

There was radio silence for a while, until Tony broke it with his usual aplomb. "Shit." I agreed, seen as the entire city seemed to be crumbling into nothing, but I still didn't know what the hell was going on, until he elaborated. "Ultron has turned the whole city into a meteor. We're going for a ride. Get to the church, now!"

I began to run, dodging falling blocks of stone, to try and reach Tony, hoping Ultron wouldn't rip his head off before someone could get there. Though, a treacherous voice asked, if we arrive, could Ultron make me kill him? I decided to avoid that thought and pulled myself into the air on my webslingers.

I wasn't first at the church, but I was father ahead than most. Thor was blasting lightning at the bots while Vision just ripped them to shreds like butter. For a moment, I felt relief. We had the strongest people on the planet right here, fighting this thing. There was no way he could win. We pushed Ultron back, away from the church, and had gained ourselves a brief respite, so I decided I would bite. "What's Ultron's plan here? Why are we on a massive, flying city?"

Iron man responded through the comms. "He's using the city as a meteorite to whip out all human life. As to why? I have no idea, he is just crazy. Don't let him touch the centre of the church, he gets a hand on it and we all die." He sounded serious, so I didn't ask why.

Stark, Thor and Vision were all in front of the church, facing what seemed to be the main bot. I heard Tony, all swagger, start taunting Ultron. "Is that all you've got?" I exchanged a glance with Wanda, knowing that what he shown here was only a taste of what Ultron had built for himself.

As I had known would happen, a large trample of footprints started to move towards the church; towards the death device. "This is all I have, Stark. Let's see if you are a match for it!" I heard Ultron cry back at the three-up front.

From there on out, it was chaos. I shot, stabbed and knocked the bots back, using my webs to tie them down, but against so many I was pretty ineffective. When compared to the heavy hitters like Thor, the Hulk and Wanda, I was a hand-gun in a battle on tanks.

But, despite all that, I still made a dent in the enemy, taking as many down as I could. My speed and ability to traverse the room quickly to take down the large bots seemed to be helping the Avengers, but we still didn't have a way of bringing the city down slow. Instead, we just kept climbing and climbing, higher and higher, the blast radius of the impact increasing more and more each second.

A worrying thought came to me then. "How high do we have to go before oxygen becomes an issue?" It may not faze Stark and Thor, but those who weren't gods or men in self-sustaining suits.

It was Steve who answered. "If we're that high, the point becomes moot. He would have already dropped the city and wiped out all life by then." I filled the information away, knowing that would be important.

Tony was flying around the city, now, nowhere to be seen, but still doing his part. His voice came over the radio, and my heart sored. "I think I have something." Yet it plummeted at his next words. "Not a way to bring the city down, but a way to blow it before it gets too high."

Rogers was already refusing though. "Not while a single civilian is left on this rock. No way."

I admired his steadfast nature, but it really wasn't practical. "Um, Captain, that really isn't logical. All the people up here, vs all the people down here? There's no math there."

Romanoff agreed. "The kids right Steve. I'm sorry, but I think that may be our only option." Steve began to say something when a new voice came over the comms.

"I really hope you haven't made any hasty decisions about blowing that rock. Why, then I'd have come all this way for nothing." A massive whoosh was sounding from the edge of the city. I turned to look as a the helicarrier came up.

Cap responded very eloquently. "Fury, you son of a bitch." It was barley audible, but Stark's mikes picked up anyway.

You could hear the smirk in the billionaire's tone as he responded. "You kiss your mouth?" I had a feeling there was a joke here that I was missing, but another wave of Ultron bots came towards the church. They had stopped trying to kill us and were more intent on hitting the centre pillar of metal.

"What happens when if they touch the centre?" I asked, no longer wanting to be kept in suspense by the others.

Tony's voice came over the link, more sombre than I had ever heard it, a complete contrast to how he had sounded talking to Steve. "The thrusters reverse, and the city comes down." There was radio silence following that.

Then Fury had had enough of our silence. "Yeah, the city comes down. That's inevitable, and when it does, Stark, you're going to blow it to hell. But, if we get the people on the carrier, that won't be such an issue." I turned and sank my knife into another bot's neck, severing the control to the rest of the body.

Wanda spoke up then. "I will protect the centre, you lot get the people to safety." I nodded to her, then webbed off, looking for civilians.

A couple of bots followed me, but I brought them down with some well-placed bullets. Then, just as I felt things were looking up, disaster struck again. A couple of kids, they couldn't be more than ten years old, were in the path of a bot. It took one look at them, then prepared to blast with its hand cannon. Knowing it was going to hurt, I stopped swinging and used the web that should have kept me in the air to pull the bot away from the kids. The web was cut from my shooters, as it is when I reach the apex of the curve, and I didn't have time to shoot another line; instead going head over heels across the ground.

The bot that had tried to kill the kids started to run towards me, shouting out the control words. Ignoring the screaming pain in my head, I threw my knives, one after the other, then followed them up with several bullets. The bot fell, quiet, as the kids started to shout at me. "Человек-паук! Человек-паук! Человек-паук!" Over and over again. My Russian let me know they were shouting 'Spiderman' at me, which, after the tumble I had taken was confusing the hell out of me.

However, I now knew which language to speak. In Russian, I asked them to come with me, before leading them to the drop off point.

After loading them onto a transport, I looked around for someone else. A small boy was huddled under a sign, crying to himself. I saw Hawkeye looking at him, then began to run. Whatever else happened, Clint wasn't enhanced; he was just a regular guy. Someone with skills, but not enhanced.

I was right to stop him from going for the child. A Quinjet flew overhead, its minigun already spinning into firing speed. Cursing viciously, I webbed the child to me, then turned to cover him with my body. There I stood, waiting for pain that didn't come. A whoosh later, and I could hear the gun slow down, go back to idle rather than firing. I dared to take a look and smiled at the sight. An Ultron bot had an arrow embedded deep in its forehead, curtesy of the archer.

I turned and smiled at him, making for the carrier with the boy's arms around my neck. A mother crying out, and the child was reaching for him, so I took him to her. She smiled in gratitude, then in broken English she thanked me. "Thank you, Spiderman." I smiled at her, then walked over to Hawkeye, who was stood, bow still in hand.

"Thanks for the assist, man." The older man looked down at me and smiled to himself.

"Just glad I was there Peter, so you didn't need to do that. It was brave, though, very brave." A blur of sliver arrived, announcing Pietro's entrance.

He smiled down at me. "Well done, Mr. Spiderman." He reached over and ruffled my hair. I scowled at him and batted his hand away.

Deciding I couldn't let such an insult lie. "Well, Mr. Silver, why don't we remember how things went last time we fought. Maybe then you will realise you shouldn't ruffle a man's hair."

I turned away from him, feigning anger. He chuckled, then shot off, reappearing a moment later, this time carrying Wanda. She smirked at me. "I hear you are quite the hero, Spiderman."

I scowled at her now, and began to respond, but suddenly the floating island fell away below us. Wanda cried out with the suddenness, while Pietro just cursed. "It was all going so well." He muttered to himself. The carrier piolets, obviously knowing that there was no more he could do, flew us back to the Helicarrier, straight back into the large hangers designed to accommodate them.

A boom shook the world as lightning shot down to the floating city. A voice behind me, a British voice, roused me from my wonder at the sight. "You know, I do believe Thor could have ripped the island to pieces by himself." The android was looking at the arcing volts with wonder on his face.

I smiled at the new life form. "Maybe, but I don't think he would have done it with anyone still on it."

The red man looked down at me. Why was everyone so damned tall, I was sick of it. "Yes, I suppose so. He is rather noble."

The twins and Hawkeye nodded, before the world was shrouded in darkness, then artificial light. Several men began unloading people off of the transports, while me and the others stood there, looking around at the hanger.

You could hear the smile in Pietro's voice when he spoke. "You know, I think I many have said this, but if this is S.H.I.E.L.D, I don't think it's too bad."

 **A/N: Hello Again! I am back writing Marvel! YAY! Review with idea's and such, can't wait to get some feedback! PS: OVER 100 FOLLOWS! I LOVE IT**


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